AMERICAN HOME PRODUCTS CORPORATION
STOCK OPTION AGREEMENT
(Transferable Option)
UNDER: [Year] STOCK INCENTIVE PLAN
[Name and address] DATED:
OPTION PRICE:
INCENTIVE STOCK OPTION SHARES:
NON-QUALIFIED STOCK OPTION SHARES:
1. Under the terms and conditions of this Agreement and of the American
Home Products Corporation (the "Company") Stock Incentive Plan set forth above
(the "Plan"), a copy of which is attached hereto and incorporated herein by
reference, the Company hereby grants to the Optionee an option or options
(together, the "Option") to purchase the number of shares of the Company's
common stock as specified above ("Option Shares") at the option price also above
specified. Capitalized terms not otherwise defined herein have the meanings
assigned to them in the Plan.
2. This Option may be exercised, in whole or in part from time to time in
any whole number of Option Shares, upon and after the earlier of (i) in the case
of the Incentive Stock Option, if any, and Non-Qualified Stock Option,
respectively, with respect to one-third of the Option Shares (rounded down), the
date that is one year from the date of grant of this Option, with respect to an
additional one-third of the Option Shares (rounded down), the date that is two
years from the date of grant of this Option and, with respect to the remaining
one-third of the Option Shares, the date that is three years from the date of
grant of this Option, or (ii) the date of the death, Disability or Retirement
(each as defined in the Plan) of Optionee, subject to the provisions of Section
5 of the Plan which generally requires that at the time of exercise or the date
of termination of Optionee's employment with the Company and its subsidiaries,
the Optionee is or was employed by the Company or one or more of its
subsidiaries and has been continuously employed by the Company or one or more of
its subsidiaries for at least two years and since the date of grant. Once this
Option becomes exercisable, it shall remain exercisable until its expiration as
described in paragraph 3 below. To the extent Option Shares have been purchased
pursuant to the exercise of this Option, such shares shall no longer be
available for purchase hereunder. The date after which this Option may be
exercised will be accelerated upon a Change in Control of the Company (as
defined in the Plan) and upon such occurrence may be cashed out at the
discretion of the Compensation and Benefits Committee on the terms described in
Section 9 of the Plan.
3. This Option shall expire upon the date that is ten years from the date
of grant or earlier as provided in Section 5 of the Plan which provides, among
other things, that Options shall expire upon the first to occur of the
following: (i) the date that is three months from the date of the termination of
Optionee's employment with the Company and its subsidiaries by the Company or
any of its subsidiaries for any reason other than death, Disability, Retirement
or deliberate gross misconduct (as determined by the Compensation and Benefits
Committee), or (ii) immediately upon the date of (A) the termination of
Optionee's employment with the Company and its subsidiaries by the Company or
any of its subsidiaries because of Optionee's deliberate gross misconduct (as
determined by the Compensation and Benefits Committee), (B) Optionee's voluntary
termination of employment with the Company and its subsidiaries other than for
Disability or Retirement, or (C) Optionee's violation of (x) the noncompetition,
or cooperation provisions of Section 5(g) of the Plan, or (y) the undertaking
not to deliberately cause substantial harm to the Company as set forth in
Section 5(g) of the Plan.
4. To the extent any Incentive Stock Option granted hereby becomes
exercisable for the first time in the aggregate amount of more than $100,000
(fair market value at time of grant) during any calendar year (including for
this purpose any other Incentive Stock Options previously granted to the
Optionee by the Company), such excess will be treated as a non-qualified stock
option under U.S. federal tax provisions, if applicable. In addition, any such
incentive stock option exercised by Optionee after three months after separation
from service to the Company (or after one year after total and permanent
disability) will be treated as a non-qualified stock option under applicable
U.S. federal tax provisions.
5. This Option may be exercised by sending the Treasurer of the Company an
option exercise notice indicating the number of Option Shares for which the
Option is to be exercised at that time and the form in which the certificates
are to be registered for Option Shares purchased in the name of the Optionee (or
a permitted Transferee (as defined in paragraph 7, below), or in Optionee's name
and that of another person(s) as joint tenants with the right of survivorship).
This notice shall be accompanied by payment of the Option Price for the Option
Shares being purchased in the form of (i) personal or bank check in U.S. Dollars
payable to American Home Products Corporation and drawn on or payable at a
United States bank, and/or (ii) shares of the Company's common stock issued in
the Optionee's (or permitted Transferee's) name and duly assigned to the
Company, or (iii) by any other form of consideration which has been approved by
the Compensation and Benefits Committee, as and to the extent provided and
permitted by Section 5(d) of the Plan. Notwithstanding anything to the contrary
herein, the Company or its subsidiaries, as appropriate, shall have the right to
deduct from the number of Option Shares to be delivered upon exercise such
number of Option Shares as may be necessary to satisfy all federal, state or
local taxes or other deductions legally required to be withheld or in the
alternative may require the Optionee to deliver to the Company or a subsidiary
an amount of cash or number of shares of common stock of the Company to satisfy
such withholding.
6. This Agreement and this Option as well as the Company's obligation to
sell and deliver Option Shares covered by this Option is subject to all federal,
state and other laws, rules and regulations of the United States and/or of the
country wherein the Optionee resides or is employed. Compliance with any
recording, protocolization or registration requirements and payment of any fees
or taxes applicable to this Agreement or the transactions it contemplates are
the exclusive responsibility of the Optionee.
7. This Option is not transferable or assignable other than by will or by
the laws of descent and distribution and may be exercised during the Optionee's
lifetime only by Optionee except that the Optionee may irrevocably transfer all
or a portion of the non-qualified stock options represented hereby to (i) the
spouse (current or former), children, stepchildren, grandchildren or
step-grandchildren of the Optionee ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Immediate Family Members, or (iii) a
general or limited partnership or other entity in which such Immediate Family
Members are the only partners or beneficial owners, provided that (x) there may
be no consideration for any such transfer, (y) the Optionee submits to the
Company an Option Transfer Form duly completed and executed by the Optionee and
Transferee in the form attached as Exhibit A hereto, and (z) subsequent
transfers shall be prohibited except by will or the laws of descent and
distribution. Following transfer, any such Option shall continue to be subject
to the same terms and conditions as were applicable immediately prior to
transfer, provided that for purposes of the Plan the term "Optionee" shall be
deemed to include a permitted transferee hereunder (the "Transferee"), provided,
however, that (i) the events of death, Disability, Retirement or other
termination of employment (and any other provision regarding employment)
described in paragraphs 2 and 3 of this Agreement and Sections 5(f) and 5(g) of
the Plan shall continue to be applied with respect to the Optionee, and
following any such events, the transferred Option shall be exercisable by the
Transferee only to the extent, and for the periods specified in the Plan, (ii)
the cashless exercise program referred to in Section 5(d) of the Plan shall not
apply to Transferee unless specifically permitted by the Compensation and
Benefits, and (iii) Section 6A of the Plan shall not apply to Transferee. If
such Option is transferred to a Transferee, upon exercise of such Option, if any
taxes are withheld from the proceeds remitted (in cash or stock) to Transferee
or if the Transferee separately satisfies any withholding tax obligation, the
amount of the withholding tax shall be deemed to be a loan from Transferee to
Optionee.
8. After the Optionee's death, the Option may be exercised only by the
Optionee's legal representative or legatee or such other person designated by an
appropriate court as the person entitled to make such exercise or, subject to
paragraph 7 above, by other Transferees. The Option may be exercised after the
Optionee's death by any permitted distributee or Transferee only to the extent
that he or she was entitled to exercise it at the time of Optionee's death.
9. In the event that this Agreement also contains a grant of a Stock
Appreciation Right (an "SAR") in connection with the Option, the terms of the
SAR shall be governed by the provisions of Section 6 of the Plan, provided,
however, that any permitted transfer of an Option, in accordance with paragraph
7 hereof, shall result in the automatic termination of any SARs in tandem with
such Option.
10. Subject to the express provisions of the Plan, this Agreement and the
Plan are to be interpreted and administered by the Compensation and Benefits
Committee, whose determination will be final.
11. This Agreement shall be governed by the laws of the State of
Delaware and in accordance with such federal law as may be applicable.
AMERICAN HOME PRODUCTS CORPORATION
/s/ Xxxx X. Xxxxxxxx
Chairman of the Board
Accepted and agreed to:
_____________________
Optionee's Signature
_____________________
Optionee's Social Security Number
EXHIBIT A
OPTION TRANSFER FORM
Reference is made to the Stock Option, Agreement dated _____________________
(the "Agreement"), under which American Home Products Corporation (the
"Company") granted to the undersigned transferor ("Optionee") non-qualified
stock options covering _________________ shares of the Company's Common Stock
under the [Year] Stock Incentive Plan (the "Plan"). Capitalized terms used
herein without definition are used as defined in the Agreement and the Plan. The
Optionee hereby transfers non-qualified stock options covering
__________________ shares of the Company's Common Stock (the "Options") granted
under the Plan pursuant to the Agreement to the following transferee (the
"Transferee"):
Name of person or entity
_____________________
Social security or tax ID number
_____________________
Type of entity (if applicable)
_____________________
Relationship to Optionee
_____________________
Address
_____________________
The Optionee and, by its execution of this form, the Transferee, hereby
represent and warrant to the Company that the Transferee is a permitted
transferee in accordance with paragraph 7 of the Agreement and under Section
5(h) of the Plan. It is understood and agreed by Optionee and Transferee that
(i) the Compensation and Benefits shall be entitled, in its sole discretion, to
determine whether such transfer is in accordance with such requirements, and
(ii) the Company and the Compensation and Benefits shall be under no obligation
to notify the Transferee of the termination date of any Option transferred
hereunder.
The Transferee hereby agrees, subject to paragraph 7 of the Agreement, to be
bound by all of the terms, conditions and limitations set forth in the Agreement
and the Plan binding upon the Optionee under the Agreement, and specifically
understands that (i) the events of death, Disability, Retirement or other
termination of employment (and any other provisions regarding employment)
described in paragraphs 2 and 3 of the Agreement and Sections 5(f) and 5(g) of
the Plan shall continue to be applied with respect to the Optionee, and
following any such events, the transferred Options shall be exercisable by the
Transferee only to the extent, and for the periods specified in the Plan, and
(ii) the Options may not, without the consent of the Compensation and Benefits,
be transferred by the Transferee except by will or pursuant to the laws of
descent and distribution. The Transferee understands and acknowledges that any
shares of Common Stock purchased by the Transferee pursuant to the Options may
not be registered under the Securities Act of 1933, as amended, and that such
shares may contain a restrictive legend in substantially the form as set forth
below (in addition to any legend required under applicable state securities
laws):
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO
THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD
PURSUANT TO RULE 144 OF SUCH ACT.
In order to enforce the foregoing, the Company may impose stop-transfer
instructions with respect to such securities until such time as the Company is
reasonably satisfied that such restrictions are no longer applicable to the sale
of such securities.
The Optionee further represents and warrants to the Company and the Transferee
that (i) Optionee has delivered to the Transferee a copy of the Agreement and
the Plan, (ii) Optionee has consulted with qualified income and estate tax
advisors in determining to transfer the Options to the Transferee or waives any
such requirement to do so and (iii) Optionee has considered and understands each
of the following:
1. The transfer to the Transferee is irrevocable.
2. Optionee will not control the exercise of the Options once they have
been transferred.
3. Optionee is assuming all of the risks and possible consequences
associated with the transfer of the Options, and acknowledges that the Company
and its representatives are not responsible or liable for any tax, penalty,
judgment or outcome resulting from the transfer of the Options.
OPTIONEE: TRANSFEREE:
_____________________ _____________________
